22JAN200416282277

20JAN200419281894

April 8, 2005

Dear Shareholder:

You are invited to attend the 2005 Annual Meeting of Shareholders of Tribune Company. Themeeting will be held on Wednesday, May 18, 2005, at 11:00 a.m., Central time, at theSwissotel Chicago, 323 East Wacker Drive, Chicago, Illinois.

At the meeting, we will report on Tribune’s 2004 performance and address questions andcomments from shareholders. We will also consider the formal items of business described inthe accompanying notice and proxy statement.

Since last year’s meeting, two members of our Board of Directors have elected to retire. JackFuller, President of Tribune Publishing since 1997 and a director since 2001, retired from bothpositions at the end of 2004, completing a career at Tribune spanning more than 30 years.Patrick G. Ryan, a director since 1997, will retire following the May Board meeting and is notstanding for reelection at this year’s meeting. We appreciate the dedication and commitmentwith which Jack and Pat served Tribune and wish them well in their future endeavors.

J. Christopher Reyes joined our Board in March and is standing for election at this year’smeeting. Chris is one of the founders and the current chairman of Reyes Holdings, LLC, aleading food and beverage distribution company. We are fortunate to have another talentedand experienced executive serving Tribune shareholders.

Regardless of your plans for attending the meeting in person, it is important that your sharesbe represented at the meeting. Voting your shares by proxy will enable you to vote on thebusiness to be transacted at the meeting whether or not you attend.

We look forward to seeing you at the meeting.

Sincerely,

Dennis J. FitzSimonsChairman, President and Chief Executive Officer

22JAN200416282277

The 2005 Annual Meeting of Shareholders of Tribune Company will be held at the SwissotelChicago, 323 East Wacker Drive, Chicago, Illinois at 11 a.m., Central time, on Wednesday,May 18, 2005, for the purpose of considering and voting on the following matters:

1. Election of four directors;

2. Ratification of the selection of PricewaterhouseCoopers LLP as independent publicaccountants; and

3. Other matters that may properly come before the meeting.

Only shareholders of record at the close of business on March 23, 2005 are entitled to vote atthe meeting or any adjournment thereof. Although an admission ticket is not required, youwill be asked to confirm your identity and stock ownership prior to entering the meeting. Ifyou hold your shares through a broker, please bring a copy of a brokerage statementreflecting your stock ownership as of March 23, 2005.

Whether or not you plan to attend the meeting in person, we urge you to vote your shares onthe Internet, by telephone or by returning the enclosed proxy card in the envelope provided.The proxy card contains instructions regarding all three methods of voting.

Shareholders will be admitted to the meeting on a first-come, first-served basis. The doors willopen, and shareholders will be admitted to the meeting, starting at 10:30 a.m., Central time.

By Order of the Board of Directors,

CRANE H. KENNEYSenior Vice President, General Counseland Secretary

April 8, 2005

A live Webcast of the meeting will be available at www.tribune.com

NOTICE OF THE 2005ANNUAL MEETING OF SHAREHOLDERS

WEBCAST OF ANNUAL MEETING

About the Meeting 1

Stock Ownership 4Management Ownership 4Section 16(a) Beneficial Ownership Reporting Compliance 4Principal Shareholders 5Related Transactions 5

Corporate Governance 6Overview 6Director Independence 6Communicating with the Board of Directors 8

Board of Directors 9Board, Board Committees and Meetings 11Director Compensation 13Stock Ownership 14Certain Relationships and Related Transactions 14Compensation Committee Interlocks and Insider Participation 15

Proposals to be Voted Upon 16

Proposal One—Election of Directors 16

Proposal Two—Ratification of the Selection of Independent Public Accountants 16

Audit Committee 17Report of the Audit Committee 17Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit

Services of Independent Accountants 18Fees Paid to Independent Accountants 19

Executive Compensation 20Report of the Governance and Compensation Committee 20Summary Compensation Table 24Option Grants in Last Fiscal Year 25Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End

Option Values 26Pension Plan Information 26Severance Arrangements 27

Stock Performance Graph 28

Shareholder Proposals and Director Nominations 29

Proxy Solicitation Expenses and Electronic Delivery 29

Annual Report 30

Annex A—Audit Committee Charter A-1

TABLE OF CONTENTS

22JAN200416282277

435 North Michigan AvenueChicago, Illinois 60611

This proxy statement contains information relating to the 2005 Annual Meeting of Shareholders ofTribune Company to be held at the Swissotel Chicago, 323 East Wacker Drive, Chicago, Illinois onWednesday, May 18, 2005 at 11 a.m., Central time, or any adjournment thereof, for the purposes setforth in the accompanying notice. This proxy statement and the accompanying proxy card are beingdelivered to shareholders on or about April 8, 2005. The Tribune Board of Directors is making thisproxy solicitation.

At the annual meeting, shareholders will be asked to vote on the election of directors and theratification of the selection of PricewaterhouseCoopers LLP to serve as Tribune’s independent publicaccountants for 2005, as outlined in the accompanying notice. In addition, management will report onTribune’s 2004 performance and respond to questions and comments from shareholders.

Shareholders may also be asked to consider other matters that may properly come before the meeting.As of the date of this proxy statement, the Board of Directors is not aware of any other matters thatwill be presented at the meeting.

All shareholders as of the record date, March 23, 2005, or their duly appointed proxies, can attend themeeting. Seating, however, is limited and admission to the meeting will be on a first-come, first-servedbasis. The doors to the meeting will open at 10:30 a.m., Central time, and admission will begin at thattime. Please note that if you hold your shares through a broker, you will not be admitted to themeeting unless you bring a copy of a brokerage statement reflecting your stock ownership as ofMarch 23, 2005.

All common shareholders of record at the close of business on the record date, March 23, 2005, areentitled to vote at the meeting. On that date there were 317,955,896 shares of Tribune common stockentitled to vote. With regard to all matters submitted to a vote at the meeting, holders of commonstock are entitled to one vote per share. Holders of shares of any series of Tribune’s preferred stockare not entitled to vote at the meeting.

1

PROXY STATEMENT

ABOUT THE MEETING

What is the purpose of the annual meeting?

Who can attend the meeting?

Who is entitled to vote at the meeting?

The annual meeting will only be held if a quorum is present. The presence, in person or by proxy, ofshareholders having a majority of the votes entitled to be cast at the meeting will constitute a quorumto conduct business. Abstentions and broker non-votes are counted as present for establishing aquorum. A broker non-vote occurs when a broker cannot vote on a matter because the broker has notreceived instructions from the beneficial owner and lacks discretionary voting authority with respect tothat matter. At this year’s meeting, brokers will have discretionary voting authority with respect to theelection of directors and the ratification of the selection of independent public accountants.

Shareholders of record can vote in person, on the Internet, by telephone or by mail. To vote by mail,complete, sign and date the enclosed proxy card and return it in the enclosed postage-paid envelope.To vote by telephone or on the Internet, follow the instructions on the proxy card. You may specifywhether your shares should be voted for all, some or none of the nominees for director and whetheryour shares should be voted for or against the proposal to ratify the selection of independent publicaccountants. Your shares will be voted as you indicate. Unless you give other instructions on your proxycard, the persons named as proxy holders on the proxy card will vote your shares in accordance withthe Board’s recommendations.

You have the right to revoke your proxy at any time before the meeting by:

� delivering a written notice of revocation to Tribune’s corporate secretary;� voting in person by ballot at the meeting;� returning a later-dated proxy card; or� entering a new vote by telephone or on the Internet.

If you hold shares through a broker, your broker will instruct you as to how your shares may be votedby proxy, including whether telephonic or Internet voting options are available, and as to how yourproxy may be revoked. If you would like to vote in person at the meeting, you must obtain a proxyfrom your broker and bring it to the meeting.

If you hold shares in a Tribune employee benefit plan, such as the Tribune Company Employee StockPurchase Plan or a 401(k) savings plan, you are entitled to instruct the appropriate plan trustee ornominee how to vote the shares you hold under these plans. Plan participants may give instructions tothe appropriate plan trustee or nominee by mail, by telephone or on the Internet by following theprocedures described on the proxy card.

Any participant may revoke or modify such instructions prior to May 16, 2005 by delivering writtennotice to the trustee or nominee. The trustee or nominee will vote shares under Tribune’s employeebenefit plans in accordance with instructions that it receives by May 16, 2005. Shares held in a 401(k)savings plan for which no instructions are received by May 16, 2005 will be voted in the sameproportion as the shares in each plan for which instructions are received. Shares held in the EmployeeStock Purchase Plan for which no instructions are received by May 16, 2005 will not be voted.

2

What constitutes a quorum?

How do I vote?

How do I vote my shares in Tribune’s Employee Benefit Plans?

Computershare Trust Company Inc. is the nominee of the Tribune Company Employee Stock PurchasePlan. Vanguard Fiduciary Trust Company is the trustee of each of Tribune’s 401(k) savings plans. As ofthe record date, March 23, 2005, the following shares were held in these plans:

Tribune Company Employee Stock Purchase Plan 3,370,739 sharesTribune Company 401(k) Savings Plan 16,633,013 sharesTimes Mirror Savings Plus Plan 4,793,402 sharesAll other Tribune 401(k) savings plans 135,673 shares

EquiServe Trust Company, N.A., Tribune’s transfer agent and registrar, will tabulate the votes and actas inspectors of election.

� Election of Directors. Directors are elected by a plurality of all votes cast at the meeting. Thismeans that the four nominees receiving the highest number of votes cast will be elected. Aproperly executed proxy marked ‘‘WITHHELD’’ with respect to the election of one or moredirectors will not be voted with respect to the director or directors indicated, although it will becounted for purposes of determining whether a quorum is present at the meeting.

� Other Proposals. The ratification of the selection of PricewaterhouseCoopers LLP to serve asTribune’s independent public accountants for 2005 and the approval of any other matter thatmay be properly presented at the meeting require the affirmative vote of the holders of amajority of the shares represented in person or by proxy and entitled to vote. A properlyexecuted proxy marked ‘‘ABSTAIN’’ with respect to the ratification of the selection ofindependent public accountants or the approval of any other matter that may be properlypresented at the meeting will not be voted, although it will be counted for purposes ofdetermining whether a quorum is present at the meeting. Accordingly, an abstention will havethe same effect as a vote against such matters.

The Board recommends a vote FOR the election of the four nominees for director and FOR theratification of the selection of PricewaterhouseCoopers LLP to serve as Tribune’s independent publicaccountants for 2005. With respect to any other matter that properly comes before the meeting, theproxy holders will vote as recommended by the Board or, if no recommendation is given, in their owndiscretion.

3

How many shares are held by Tribune’s Employee Benefit Plans?

Who will count the vote?

What vote is required to approve each matter to be voted on?

What are the Board’s recommendations?

The following table shows the beneficial ownership of Tribune stock by each director, each executiveofficer named in the summary compensation table and by all directors and executive officers as agroup, in each case as of March 15, 2005. Except as otherwise noted, the persons named in the tablebelow have sole voting and investment power with respect to all shares shown as beneficially owned bythem.

Shares of Common Stock Options ExercisableName Beneficially Owned(1)(2) within 60 days

Jeffrey Chandler 6,075(3) 19,200Dennis J. FitzSimons 484,930(4)(5) 990,610Jack Fuller 131,277 503,618Roger Goodan 12,386(3) 45,200Donald C. Grenesko 233,420(5) 462,905Enrique Hernandez, Jr. 6,272 15,200Betsy D. Holden 3,706 7,200Robert S. Morrison 8,125 11,200Patrick J. Mullen 13,912(5) 247,314William A. Osborn 7,279 11,200J. Christopher Reyes 10,000 —Patrick G. Ryan 20,613(5)(6) 31,200Scott C. Smith 219,882(4)(5) 378,394William Stinehart, Jr. 7,724(3)(5) 31,700Dudley S. Taft 85,980(7) 35,200Kathryn C. Turner 2,606 7,200Directors and Executive Officers

as a group (21 persons) 1,544,602 4,006,629

(1) On March 15, 2005, there were 317,456,187 shares of common stock outstanding and entitled tovote. The directors and executive officers as a group beneficially own less than 2%.

(2) Includes shares of common stock beneficially owned by executive officers under the TribuneCompany 401(k) Savings Plan. The executive officers have the right to direct the voting of sharesallocated to their accounts.

(3) Does not include 17,291,360 shares owned by Chandler Trust No. 1 and 19,012,775 shares ownedby Chandler Trust No. 2 (see ‘‘Principal Shareholders’’).

(4) Does not include 37,988,876 shares owned by the Robert R. McCormick Tribune Foundation and4,300,800 shares owned by the Cantigny Foundation (see ‘‘Principal Shareholders’’).

(5) Includes shares held by family members or in family trusts, as follows: Mr. FitzSimons,1,605 shares; Mr. Grenesko, 450 shares; Mr. Mullen, 295 shares; Mr. Ryan, 4,810 shares;Mr. Smith, 800 shares; and Mr. Stinehart, 2,322 shares.

(6) Includes 4,000 shares held by PGR Holdings, LLC. Mr. Ryan is the majority member ofPGR Holdings, LLC.

(7) Includes 71,209 shares held by Taft Broadcasting Company. Mr. Taft is the sole shareholder of TaftBroadcasting Company.

Based upon a review of filings with the Securities and Exchange Commission and writtenrepresentations that no other filings were required to be made, all of Tribune’s directors and executiveofficers complied during fiscal 2004 with the reporting requirements of Section 16(a) of the SecuritiesExchange Act of 1934.

4

STOCK OWNERSHIP

Management Ownership

Section 16(a) Beneficial Ownership Reporting Compliance

The following table sets forth information with respect to each person or entity who is known toTribune management to be the beneficial owner of more than 5% of Tribune common stock. Except asotherwise noted, all information is as of March 15, 2005.

Number of Percent ofShares Class(1)

Robert R. McCormick Tribune Foundation 42,289,676 13.32%Cantigny Foundation (2)

435 North Michigan Avenue, Room 770Chicago, IL 60611

The Chandler Trusts (3) 36,868,761 11.61%350 West Colorado Boulevard, Suite 230Pasadena, CA 91105

Vanguard Fiduciary Trust Company (4) 21,998,052 6.93%500 Admiral Nelson BoulevardMalvern, Pennsylvania 19355

(1) On March 15, 2005, there were 317,456,187 shares of common stock outstanding and entitled tovote.

(2) The Robert R. McCormick Tribune Foundation owns 37,988,876 shares and the CantignyFoundation owns 4,300,800 shares. The investment and voting power of each of the Robert R.McCormick Tribune Foundation and the Cantigny Foundation is vested in a board of five directors,consisting of Dennis J. FitzSimons, David D. Hiller, Scott C. Smith and two former Tribuneofficers. Mr. Hiller was Senior Vice President of Tribune Publishing Company until November 1,2004, when he was appointed Publisher of the Chicago Tribune.

(3) The trustees of Chandler Trust No. 1 share voting and investment power with respect to17,291,360 shares and the trustees of Chandler Trust No. 2 share voting and investment power withrespect to 19,012,775 shares. In addition, certain trustees beneficially own shares of common stock,as follows: Gwendolyn Garland Babcock, 2,617 shares; Jeffrey Chandler, 25,275 shares; CamillaChandler Frost, 427,662 shares; Roger Goodan, 57,586 shares; William Stinehart, Jr., 39,424 shares;and Warren B. Williamson, 12,602 shares (see ‘‘Board of Directors—Certain Relationships andRelated Transactions’’).

(4) Holdings are based upon information contained in a Schedule 13G filed with the Securities andExchange Commission on February 10, 2005 by Vanguard Fiduciary Trust Company. VanguardFiduciary Trust Company is deemed to hold these shares in its fiduciary capacity as trustee ofvarious Tribune employee benefit plans and shares voting and dispositive power over these shareswith the plan participants.

Tribune and its subsidiary, Chicago Tribune Company, lease office space and, together with otherTribune business units, provide services to the Robert R. McCormick Tribune Foundation. During 2004,the Foundation paid $621,000 to Tribune business units for the leased space and services.

5

Principal Shareholders

Related Transactions

Tribune’s Board of Directors operates within Board Governance Guidelines, which were first adoptedin 2001. The Board Governance Guidelines contain general principles regarding the functions ofTribune’s Board of Directors and Board committees, addressing such matters as director qualificationsand independence, director and committee responsibilities, Board and Board committee composition,director compensation, executive sessions and annual performance evaluations. Together with Tribune’sBy-laws and the charters of the Audit Committee and Governance and Compensation Committee,Tribune’s Board Governance Guidelines serve as the foundation for Tribune’s corporate governancepractices.

Tribune’s employees and directors must comply with a Code of Business Conduct that was first adoptedin 1988. The Code of Business Conduct embodies Tribune’s long-standing commitment to highstandards of ethical conduct and business practices. Tribune also has in place a Code of Ethics for itsCEO and Senior Financial Officers that is designed to promote honest and ethical conduct and full,accurate and timely disclosure in public filings and other communications.

Tribune’s corporate governance practice is fully compliant with the rules and requirements of theSecurities and Exchange Commission (the ‘‘SEC’’) and the New York Stock Exchange (‘‘NYSE’’). TheBoard continually reviews Tribune’s polices to ensure that Tribune’s corporate governance practicesremain sound.

All of Tribune’s current corporate governance documents and policies, including the Board GovernanceGuidelines, committee charters, Code of Business Conduct and Code of Ethics described above, areavailable on Tribune’s website at www.tribune.com and in print to any shareholder who requests them.Tribune’s website also includes links to Tribune’s Certificate of Incorporation and By-Laws and variousSEC filings (including the CEO and CFO certifications required under the Sarbanes-Oxley Act of 2002and director and executive officer Section 16 reports). Requests for printed copies of Tribune’scorporate governance documents should be directed to our Corporate Relations Department, TribuneCompany, 435 North Michigan Avenue, Chicago, Illinois 60611, telephone (800) 757-1694.

Under Tribune’s Board Governance Guidelines, the Board must have a majority of independentdirectors. A director is ‘‘independent’’ under the NYSE listing standards if the Board affirmativelydetermines that the director has no material relationship with Tribune directly or as a partner,shareholder or officer of an organization that has a relationship with Tribune. The Board hasestablished categorical standards to assist it in determining director independence. According to thesestandards, a director is not independent if:

� The director is, or has been within the last three years, an employee of Tribune, or an immediatefamily member of the director is, or has been within the last three years, an executive officer ofTribune.

� The director has received, or has an immediate family member who has received, during anytwelve-month period within the last three years, more than $100,000 in direct compensation fromTribune, other than director and committee fees and pension or other forms of deferredcompensation for prior service (provided such compensation is not contingent in any way oncontinued service).

6

CORPORATE GOVERNANCE

Overview

Director Independence

� The director or an immediate family member is a current partner of a firm that is Tribune’sinternal or external auditor, the director is a current employee of such a firm, the director has animmediate family member who is a current employee of such a firm and who participates in thefirm’s audit, assurance or tax compliance (but not tax planning) practice, or the director or animmediate family member was within the last three years (but is no longer) a partner or employeeof such firm and personally worked on Tribune’s audit within that time.

� The director or an immediate family member is, or has been within the last three years, employedas an executive officer of another company where any of Tribune’s present executive officers at thesame time serves or served on that company’s compensation committee.

� The director is a current employee, or an immediate family member is a current executive officer,of a company that has made payments to, or received payments from, Tribune for property orservices in an amount which, in any of the last three fiscal years, exceeded the greater of$1 million or 2% of such other company’s consolidated gross revenues.

� The director is a current employee, or an immediate family member is a current executive officer,of a company which was indebted to Tribune, or to which Tribune was indebted, where the totalamount of either company’s indebtedness to the other, in any of the last three fiscal years,exceeded 5% or more of such other company’s total consolidated assets.

� The director or an immediate family member is a current officer, director or trustee of a charitableorganization where Tribune’s (or an affiliated charitable foundation’s) annual discretionarycharitable contributions to the charitable organization, in any of the last three fiscal years,exceeded the greater of $1 million or 5% of such charitable organization’s consolidated grossrevenues.

Direct or indirect ownership of even a significant amount of Tribune stock by a director who isotherwise independent as a result of the application of the foregoing standards will not, by itself, bar anindependence finding as to such director.

The Board has reviewed all significant relationships between each non-management director andTribune and has affirmatively determined that no non-management director has a material relationshipwith Tribune directly or as a partner, shareholder or officer of an organization that has a relationshipwith Tribune. In making this determination, the Board considered the relationships described under‘‘Board of Directors—Certain Relationships and Related Transactions’’ on page 14 and ‘‘Board ofDirectors—Compensation Committee Interlocks and Insider Participation’’ on page 15. The Board hasdetermined that these relationships are not material and do not cause any non-management director tobe considered not independent under the Board’s categorical standards.

7

The annual meeting provides an opportunity each year for shareholders to ask questions of andcommunicate directly with members of Tribune’s Board of Directors on matters relevant to Tribune.Pursuant to the Board Governance Guidelines, each director is expected to attend the annual meeting.Each of the twelve directors serving at the time of the 2004 annual meeting of shareholders was inattendance.

In addition, shareholders may, at any time, communicate with the Chairman of the Governance andCompensation Committee, or non-management directors as a group, by writing to them at thefollowing address:

Chairman, Governance and Compensation Committee orNon-Management Directors of the Board of Directors of Tribune Companyc/o Tribune Company435 North Michigan Avenue6th FloorChicago, Illinois 60611312-222-4206 (fax)

Copies of written communications received by Tribune at the above address will be provided to theChairman of the Governance and Compensation Committee or the non-management directors as agroup unless they are considered, in the reasonable judgment of the Corporate Secretary, to beimproper for submission to the intended recipients. Examples of shareholder communications thatwould be considered improper for submission include customer complaints, solicitations,communications that do not relate directly or indirectly to Tribune or its businesses or communicationsthat relate to improper or irrelevant topics.

Tribune also maintains a telephone hotline through which investors and employees may submitconfidential and anonymous complaints regarding suspected illegal or unethical behavior or otherviolations of Tribune policy, including complaints regarding accounting or auditing matters and allegedviolations of Tribune’s Code of Business Conduct. All reports will be reviewed and investigated underthe direction of an internal compliance committee comprised of representatives from Tribune’s legal,internal audit and human resources departments. Any significant complaints regarding Tribune’saccounting, internal accounting controls or auditing matters will be reported to the Audit Committee ofthe Board of Directors. The telephone number for this hotline is (800) 216-1772.

8

Communicating with the Board of Directors

20JAN200423215489

12FEB200421294919

20JAN200419275187

20JAN200419265789

The following descriptions of the business experience of our nominees and continuing directors includethe principal positions they have held from March 2000 to the date of this proxy statement.

Jeffrey ChandlerPresident and Chief Executive Officer of Chandler Ranch Co., one ofthe largest growers of avocados in California, since 1984.Class of 2007. Age: 63. Director since 2000.

Dennis J. FitzSimonsChairman (since January 2004), Chief Executive Officer (sinceJanuary 2003), President (since July 2001), Chief Operating Officer(from July 2001 until December 2002) and Executive Vice President(from January 2000 until July 2001) of Tribune Company; President ofTribune Broadcasting Company, a subsidiary of Tribune Company,from May 1997 until January 2003. Class of 2006. Age: 54. Directorsince 2000.

Roger Goodan (Nominee)Consultant to Schlumberger Limited, a global technology servicescompany, since December 2001; Vice President of SchlumbergerOilfield Services, a services and technology supplier to theinternational petroleum industry, from December 2000 until hisretirement in December 2001; Executive in operations, engineeringand finance positions throughout Schlumberger from 1973 untilDecember 2000. Director of Hydril Company. Age: 59. Director since2000.

Enrique Hernandez, Jr. (Nominee)Chairman and Chief Executive Officer of Inter-Con Security Systems,Inc., an international provider of high-end security and facility supportservices to government, utilities and industrial customers, since 1986;Co-founder and principal partner of Interspan Communications, atelevision broadcasting company serving Spanish-speaking audiences,since 1998. Director of McDonald’s Corporation, Nordstrom, Inc. andWells Fargo & Company. Age: 49. Director since 2001.

9

BOARD OF DIRECTORS

20JAN200419263590

20JAN200419274705

20JAN200419280181

24MAR200521421143

Betsy D. HoldenPresident-Global Marketing and Category Development of KraftFoods, Inc., a food business unit of Altria Group Inc., sinceJanuary 2004; Co-Chief Executive Officer of Kraft Foods, Inc. fromMarch 2001 until December 2003; President and Chief ExecutiveOfficer of Kraft Foods North America from May 2000 untilDecember 2003; Executive Vice President of Kraft Foods, Inc. fromDecember 1998 until May 2000. Director of Kraft Foods, Inc.Class of 2006. Age: 49. Director since 2002.

Robert S. MorrisonVice Chairman of PepsiCo, Inc., a processor of packaged foods andbeverages, and Chairman of PepsiCo Beverages and Foods NorthAmerica from August 2001 until his retirement in February 2003;Chairman, President and Chief Executive Officer of The Quaker OatsCompany from October 1997 until its merger with PepsiCo inAugust 2001. Director of 3M Company, Aon Corporation and IllinoisTool Works, Inc. Class of 2006. Age: 63. Director since 2001.

William A. OsbornChairman and Chief Executive Officer of Northern Trust Corporation,a multibank holding company, and its principal subsidiary, TheNorthern Trust Company, since October 1995. Director of CaterpillarInc., Nicor Inc. and Northern Trust Corporation, and a Class ADirector of the Federal Reserve Bank of Chicago. Class of 2007.Age: 57. Director since 2001.

J. Christopher Reyes (Nominee)Chairman of Reyes Holdings, LLC, a food and beverage distributioncompany, since 1997. Director of The Allstate Corporation, FortuneBrands, Inc. and Wintrust Financial Corporation. Age 51. Director sinceMarch 2005.

10

20JAN200419281010

20JAN200419265204

20JAN200419273277

William Stinehart, Jr.Partner in the law firm of Gibson, Dunn & Crutcher LLP from 1977until his retirement in December 2004. Class of 2006. Age: 61. Directorsince 2000.

Dudley S. Taft (Nominee)President and Director of Taft Broadcasting Company, an investor inmedia and entertainment companies, since 1987. Director of CINergyCorp., Fifth Third Bancorp and The Union Central Life InsuranceCompany. Age: 64. Director since 1996.

Kathryn C. TurnerChairperson and Chief Executive Officer of Standard Technology, Inc.,a healthcare, benefits and technology consulting firm, since 1985.Director of Carpenter Technology Corporation, ConocoPhillips andSchering-Plough Corporation. Class of 2007. Age: 57. Directorsince 2002.

The Board has standing Audit, Governance and Compensation, Executive and Finance Committees.The Governance and Compensation Committee also performs the functions of a nominatingcommittee. The Board held six meetings during 2004. Under Tribune’s Board Governance Guidelines,directors are expected to attend all Board meetings and all meetings of committees on which theyserve. Each director attended more than 75% of the total number of meetings of the Board and itscommittees on which he or she served during 2004.

In addition, Tribune’s independent directors meet in executive sessions without management on aregularly scheduled basis and as they otherwise deem appropriate. The chairman of the Governanceand Compensation Committee presides at these sessions. The independent directors met in twoexecutive sessions in 2004.

11

Board, Board Committees and Meetings

Audit Committee

The function of the Audit Committee includes reviewing and monitoring Tribune’s financial reportingand accounting practices and internal controls, as more fully described in the Report of the AuditCommittee on page 17. The Audit Committee operates under a written charter that was initiallyadopted by the Board in February 2000 and is annually reviewed by the Audit Committee. The currentcharter is attached as Annex A to this proxy statement and is also available on Tribune’s website atwww.tribune.com.

Betsy D. Holden, William A. Osborn (chairman), Dudley S. Taft and Kathryn C. Turner currently serveon the Audit Committee. The Board has determined that all members of the Audit Committee areindependent within the meaning of the NYSE listing standards and satisfy the NYSE’s financial literacyand financial management or expertise criteria. In addition, the Board has determined that each ofMs. Holden, Mr. Osborn and Mr. Taft is an ‘‘audit committee financial expert’’ as defined in applicablesecurities laws, rules and regulations. The Audit Committee met eleven times in 2004.

Governance and Compensation Committee

The function of the Governance and Compensation Committee includes reviewing the compensation ofTribune’s chief executive officer, consulting with the chief executive officer with respect to thecompensation of other Tribune executives and key employees and administering and determiningawards under Tribune’s incentive compensation and other employee benefit plans. This committee alsohas other responsibilities relating to corporate governance, including studying Board size andcomposition and committee structure and membership.

This committee also serves as Tribune’s nominating committee for all directors other than thosenominated by the Chandler Trusts (See ‘‘Certain Relationships and Related Transactions’’ on page 14),and in that capacity identifies and proposes Board candidates. In performing this function, theGovernance and Compensation Committee seeks nominees from diverse professional backgrounds whocombine a broad spectrum of experience and expertise with a reputation for integrity. Directors shouldhave experience in positions with a high degree of responsibility, be leaders in the organizations withwhich they are affiliated, be selected based upon contributions they can make to the Board andmanagement and be free from relationships or conflicts of interest that could interfere with thedirector’s duties to Tribune and its shareholders. The committee also considers the independence of thecandidates in order to ensure that Tribune’s Board satisfies applicable independence criteria. Althoughthe committee considers the views of Tribune’s chief executive officer, it makes its own determinationas to whether the candidates under consideration satisfy the above director qualifications and areotherwise suitable director candidates. The committee will also consider director candidatesrecommended by shareholders, who will be evaluated using the same criteria applied to other directorcandidates.

The Governance and Compensation Committee operates under a written charter that was initiallyadopted by the Board in May 2003 and is annually reviewed by the Governance and CompensationCommittee. The current charter is available on Tribune’s website at www.tribune.com.

Roger Goodan, Enrique Hernandez, Jr., Robert S. Morrison and Patrick G. Ryan (chairman) currentlyserve on the Governance and Compensation Committee. The Board has determined that all membersof Governance and Compensation Committee are independent within the meaning of the NYSE listingstandards. The Governance and Compensation Committee met three times in 2004.

Executive Committee

The Executive Committee exercises the authority of the Board on such matters as are delegated to itby the Board from time to time and exercises the authority of the Board between meetings. Dennis J.

12

FitzSimons (chairman), William A. Osborn, Patrick G. Ryan and William Stinehart, Jr. currently serveon the Executive Committee. The Executive Committee did not meet in 2004.

Finance Committee

The function of the Finance Committee includes reviewing with management the capital needs ofTribune and its subsidiaries and providing consultation on major borrowings, proposed issuances of debtand equity securities and other financing transactions. Jeffrey Chandler, Betsy D. Holden, William A.Osborn, William Stinehart, Jr. (chairman), Dudley S. Taft and Kathryn C. Turner currently serve on theFinance Committee. The Finance Committee met twice in 2004.

Tribune’s director compensation program is designed to enable Tribune to attract and retain highlyqualified individuals to serve as directors. Each non-management director is compensated through acombination of cash and stock-based awards, and may also be compensated for Board committeeservice. Although directors do not receive fees for attending Board or committee meetings, they arereimbursed for travel expenses incurred in attending meetings. Directors who are Tribune employeesare not compensated for their service as directors.

In 2004, each non-management director received a compensation package consisting of a $35,000 cashretainer, a $50,000 stock award and 3,200 stock options. The exercise price for these stock options is$46.60, the fair market value of Tribune common stock on May 12, 2004, the date the stock awards andstock options were granted. In light of significant responsibilities imposed on members of the Boardcommittees, the chairmen of the Audit Committee and the Governance and Compensation Committeereceived an additional $15,000 cash retainer and the chairman of the Finance Committee and all AuditCommittee members received an additional $6,000 cash retainer.

Each option awarded to a non-management director in May 2004 was granted for a term of ten yearsand became exercisable six months and one day after the date it was awarded. Options are nottransferable, other than by will or by the laws of descent and distribution. If a director leaves the Boardfor any reason, any options that were then exercisable may be exercised by the earlier of the tenthanniversary of the date of grant or the third anniversary of the date of the director’s departure.

In the event of a change in control of Tribune, all director options become immediately exercisable. A‘‘change in control’’ occurs upon:

� the acquisition, other than from Tribune, by a person, entity or group of 20% or more of thecombined voting power of Tribune’s outstanding voting securities;

� a change in the composition of the Board whereby the incumbent directors cease to constitute atleast a majority of the Board without the approval of the Board; or

� the consummation of a merger or reorganization of Tribune where the shareholders of Tribuneprior to the merger or reorganization do not own more than 50% of the reorganized company.

Directors may defer receipt of all or a portion of their stock awards and cash retainers. Directors whoelect to defer amounts are credited with dividend or other deemed income, based on investmentalternatives they select. Payment of deferred account balances will be made in one or more installmentsas elected by participating directors upon termination of Board service.

In 2005, each non-management director will receive a $75,000 cash retainer and a $75,000 stock award,but no stock options. Directors will continue to be compensated for serving as Board committee chairsor Audit Committee members in the same manner and at the same levels as they were compensated in2004.

13

Director Compensation

The Board encourages outside directors to own Tribune common stock to further align their interestswith those of Tribune’s shareholders. Accordingly, directors are not permitted to transfer the shares ofTribune common stock they receive as stock awards until after they retire from Board service.

Jack Fuller Consulting Agreement. Jack Fuller retired as President of Tribune Publishing Company andas a member of the Board in December 2004. In connection with his retirement, Tribune entered into aconsulting agreement with Mr. Fuller on December 20, 2004. The agreement commenced January 1,2005 and will end December 31, 2005, and may be terminated in the event of Mr. Fuller’s death,incapacity or improper conduct. The agreement obligates Mr. Fuller to provide consulting services toTribune with respect to publishing operations, strategy matters and other mutually agreeable projectson an as-needed basis. The agreement also restricts Mr. Fuller from competing with Tribune during theterm and from using or disclosing confidential information concerning Tribune during and after theterm. In consideration for his services and commitments, Tribune is paying Mr. Fuller a monthlyretainer of $51,500. Tribune also reimburses Mr. Fuller for reasonable travel and other businessexpenses and provides Mr. Fuller with computer access and office space. The Governance andCompensation Committee approved Mr. Fuller’s consulting agreement.

Chandler Trusts. Three members of the Board, Jeffrey Chandler, Roger Goodan and WilliamStinehart, Jr., are trustees of two trusts known as the ‘‘Chandler Trusts.’’ Mr. Chandler andMr. Goodan are also beneficiaries of these trusts. The Chandler Trusts were the principal shareholdersof The Times Mirror Company prior to the merger of Times Mirror into Tribune on June 12, 2000. Inconnection with the merger, the Chandler Trusts exchanged their Times Mirror common stock for36,304,135 shares of Tribune common stock and Tribune amended its by-laws to grant the ChandlerTrusts the right to nominate three directors, one for each class of Tribune’s Board of Directors. TheChandler Trusts’ nominating rights will end on the earlier of the termination of the trusts or the sale of15% or more of the shares of Tribune common stock they received at the time of the merger. As longas the Chandler Trusts have these rights, neither the Board of Directors nor any Board committee maynominate any person in opposition to the three Chandler Trust nominees. Jeffrey Chandler, RogerGoodan and William Stinehart, Jr. were the Chandler Trusts’ initial nominees and became directors ofTribune following the merger. Mr. Chandler and Mr. Goodan are cousins (see ‘‘Stock Ownership—Principal Shareholders’’).

In 1997, the Chandler Trusts and Times Mirror entered into a transaction which, through the formationof a limited liability company, enabled Times Mirror to retire for accounting purposes a substantialblock of Times Mirror stock. Times Mirror and its affiliates contributed to the limited liability companyreal property used in Times Mirror’s business operations and cash and the Chandler Trusts contributedTimes Mirror stock. Times Mirror leased back the real property under long-term leases. Uponcompletion of the merger of Times Mirror into Tribune, Tribune assumed these leases and the TimesMirror stock held by the limited liability company was converted into Tribune stock. In 2004,$19,333,000 of lease payments and $4,741,000 in dividends received on the Tribune stock held by thislimited liability company were allocated to the Chandler Trusts.

14

Stock Ownership

Certain Relationships and Related Transactions

In 1999, the Chandler Trusts and Times Mirror entered into a similar transaction that again enabledTimes Mirror to retire for accounting purposes a substantial block of stock. Times Mirror’s contributionto the limited liability company formed through this transaction consisted of cash and securities. TheChandler Trusts again contributed Times Mirror stock that was converted into Tribune stock uponcompletion of the merger of Times Mirror into Tribune. In 2004, $7,762,000 in dividends received onthe Tribune stock held by this limited liability company were allocated to the Chandler Trusts.

Northern Trust Corporation. William A. Osborn is Chairman and Chief Executive Officer of NorthernTrust Corporation. In 2004, Tribune and certain of its employee benefit plans paid Northern TrustCorporation and its subsidiaries $896,000 for trust and custody services, cash management and relatedservices, and bank credit facility fees. This amount represents less than 0.04% of Northern TrustCorporation’s total revenue in 2004.

Gibson, Dunn & Crutcher LLP. Mr. Stinehart was a partner in the law firm of Gibson, Dunn &Crutcher LLP until his retirement in December 2004. Gibson, Dunn & Crutcher LLP was externalcorporate counsel to Times Mirror and has provided legal services to Tribune since the merger. Inconsideration for legal services provided in 2004, Tribune paid $178,000 to Gibson, Dunn &Crutcher LLP. This amount represents less than 0.03% of Gibson, Dunn & Crutcher LLP’s totalrevenue in 2004.

Roger Goodan, Enrique Hernandez, Jr., Robert S. Morrison and Patrick G. Ryan (chairman) served asmembers of the Governance and Compensation Committee during the fiscal year ended December 26,2004. Mr. Ryan is Chairman and Chief Executive Officer of Aon Corporation. Aon Corporation and itssubsidiaries received brokerage commissions and fees in 2004 of $930,000 for obtaining insurance forand providing related services to Tribune and its subsidiaries. This amount represents less than 0.01%of Aon Corporation’s total revenue in 2004.

15

Compensation Committee Interlocks and Insider Participation

The Board currently consists of twelve members and is divided into three classes. Directors for eachclass are elected at the annual meeting held in the year in which the term for their class expires. Fourdirectors will be elected at this year’s annual meeting for terms expiring at the 2008 annual meeting.The nominees receiving the highest number of votes cast at the meeting will be elected.

Patrick G. Ryan, a director whose term expires at this year’s meeting, has decided not to stand forreelection to the Board. Mr. Ryan’s decision was based on personal reasons and did not result fromany disagreement with the Board, Tribune’s management or its independent public accountants.

In March, J. Christopher Reyes joined the Board and was designated by the Board’s Governance andCompensation Committee as a member of the class of directors standing for election at this year’smeeting. Mr. Reyes was known to, and recommended to the Governance and CompensationCommittee by, several members of the Board, including Messrs. Morrison, Osborn, Ryan andFitzSimons. The Board of Directors unanimously approved the Governance and CompensationCommittee’s nomination of Mr. Reyes to the Board and its recommendation to nominate him as acandidate for election at this year’s annual meeting.

Unless contrary instructions are given, all proxies will be voted for the election of Roger Goodan,Enrique Hernandez, Jr., J. Christopher Reyes and Dudley S. Taft to hold office until the 2008 annualmeeting. Information regarding each of the nominees and the other directors continuing in office is setforth on pages 9-15.

Each of the nominees is an incumbent director. If any of the nominees becomes unavailable forelection, an event that is not now anticipated, proxy holders will vote for the election of a substitutenominee as may be selected by the Board.

The Board recommends a vote FOR the election of Roger Goodan, Enrique Hernandez, Jr.,J. Christopher Reyes and Dudley S. Taft as Tribune directors.

The Audit Committee has selected PricewaterhouseCoopers LLP to serve as Tribune’s independentpublic accountants for the 2005 fiscal year. Representatives of PricewaterhouseCoopers LLP will bepresent at this year’s annual meeting and will be available to respond to appropriate questions and tomake a statement if they desire to do so.

The Board and the Audit Committee recommend a vote FOR ratification of the selection ofPricewaterhouseCoopers LLP as Tribune’s independent public accountants.

16

PROPOSALS TO BE VOTED UPON

PROPOSAL ONE—ELECTION OF DIRECTORS

PROPOSAL TWO—RATIFICATION OF THE SELECTION OF INDEPENDENT PUBLICACCOUNTANTS

The Audit Committee is responsible for reviewing and monitoring Tribune’s financial reporting andaccounting practices. The Audit Committee also assesses the qualifications and independence ofTribune’s independent accountants, the performance of Tribune’s internal auditors and independentaccountants, and Tribune’s compliance with legal and regulatory requirements. In performing its duties,the Audit Committee meets regularly with representatives of Tribune’s management, internal auditors,legal counsel and independent accountants. The Audit Committee also reviews with Tribune’s internalauditors and independent accountants the overall scope and plans for their respective audits. Theindependent accountants report directly to the Audit Committee and both the internal auditors andindependent accountants have direct access to the Audit Committee.

Management is responsible for the preparation, integrity and fair presentation of Tribune’s consolidatedfinancial statements and related financial information. Management is also responsible for establishing,maintaining and assessing a system of internal controls designed to provide reasonable assurance toTribune’s management and the Board regarding the preparation of reliable published financialstatements. In fulfilling its responsibilities, the Audit Committee reviewed and discussed withmanagement Tribune’s audited consolidated financial statements and the report of management oninternal controls over financial reporting for the fiscal year ended December 26, 2004. The AuditCommittee also discussed with management the quality, not just the acceptability, of Tribune’s financialreporting and accounting practices.

The independent accountants are responsible for expressing an opinion on the conformity of theaudited consolidated financial statements with accounting principles generally accepted in the UnitedStates of America. The independent accountants are also responsible for expressing an opinion on theeffectiveness of Tribune’s internal controls over financial reporting in accordance with the standards ofthe Public Company Accounting Oversight Board (United States) and for issuing a report thereon. TheAudit Committee discussed with the internal auditors and independent accountants the results of theirexaminations and their evaluations of Tribune’s internal controls over financial reporting. The AuditCommittee also reviewed with the independent accountants their judgments as to the quality, not justthe acceptability, of Tribune’s financial reporting and discussed the matters described in Statement onAuditing Standards No. 61, as amended, ‘‘Communication with Audit Committees.’’ In addition, theAudit Committee discussed with the independent accountants their independence from managementand Tribune, and reviewed the accountants’ written disclosures required by Independence StandardsBoard Standard No. 1, ‘‘Independence Discussions with Audit Committees.’’

In addition to conducting the integrated audit of Tribune’s consolidated financial statements andinternal controls over financial reporting, the independent accountants provided other permissiblenon-audit related services to Tribune during fiscal year 2004. The Audit Committee reviewed thepermissible non-audit services provided by the independent accountants and determined that theprovision of these services is compatible with the maintenance of their independence from managementand Tribune. The Audit Committee must preapprove all audit and permissible non-audit services to beperformed by the independent accountants, subject to certain de minimis exceptions for permissiblenon-audit services that are approved by the Audit Committee prior to the completion of the audit. TheAudit Committee also reviews with Tribune’s chief executive officer and chief financial officer theprocesses by which such officers make certifications required by the Sarbanes-Oxley Act of 2002.

The Board accepted the Audit Committee’s recommendation that the audited consolidated financialstatements for the fiscal year ended December 26, 2004 be included in the Annual Report onForm 10-K for filing with the Securities and Exchange Commission.

Betsy D. HoldenWilliam A. Osborn, ChairmanDudley S. TaftKathryn C. Turner

17

AUDIT COMMITTEE

Report of the Audit Committee

The Audit Committee has responsibility for appointing, setting fees, and overseeing the work of theindependent accountants. In recognition of this responsibility, the Audit Committee has established apolicy to pre-approve all audit and permissible non-audit services provided by the independentaccountants, subject to de minimis exceptions for non-audit services that are approved by the AuditCommittee prior to the completion of the audit.

On an ongoing basis, management defines and communicates specific projects and categories of servicefor which the advance approval of the Audit Committee is requested. The Audit Committee reviewsthese requests and advises management if it approves the engagement of PricewaterhouseCoopers LLP.The projects and categories of service that the Audit Committee pre-approves are as follows:

Audit Services. Audit services include work performed in connection with the audit of consolidatedfinancial statements, as well as work that is normally provided by the independent accountants inconnection with statutory and regulatory filings or engagements. These services include work performedin connection with the audit of internal controls over financial reporting as required by Section 404 ofthe Sarbanes-Oxley Act of 2002.

Audit Related Services. These services are for assurance and related services that are traditionallyperformed by the independent accountants and that are reasonably related to the work performed inconnection with the audit, including due diligence related to mergers and acquisitions, employee benefitplan audits, and audits of subsidiaries and affiliates.

Tax Services. These services are related to tax compliance, tax advice and tax planning.

Other Services. These services include all other permissible non-audit services provided by theindependent accountants and are pre-approved on an engagement-by-engagement basis.

Prior to the engagement of the independent accountants, the Audit Committee pre-approves theseservices by category of service. The fees are budgeted and the Audit Committee requires theindependent accountants and management to report actual fees versus the budget periodicallythroughout the year by category of service. During the year, circumstances may arise when it maybecome necessary to engage the independent accountants for additional services not contemplated inthe original pre-approval. In those instances, the Audit Committee pre-approves the services beforeengaging the independent accountants.

The Audit Committee has delegated pre-approval authority to the chair of the committee. The chairmust report, for informational purposes only, any pre-approval decisions to the Audit Committee at itsnext scheduled meeting.

18

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services ofIndependent Accountants

The fees for all services provided by the independent accountants for the fiscal years endedDecember 26, 2004 and December 28, 2003 are shown below (in thousands):

2004 2003

Audit Fees (1) $2,710 $1,030Audit Related Fees (2) 456 448Tax Fees (3) 47 174All Other Fees

Employee benefit plan filings 184 187Software license fee (4) 2 2

Total all services $3,399 $1,841

(1) Fees for the audit of Tribune’s annual consolidated financial statements and review of Forms 10-Q.2004 also includes fees related to the audit of Tribune’s internal controls over financial reporting,as required by Section 404 of the Sarbanes-Oxley Act of 2002.

(2) Includes audits of Tribune’s employee benefit plans and audits of certain Tribune affiliates. 2003also includes assistance with Tribune’s reviews of internal controls over financial reporting inpreparation for management reporting under Section 404 of the Sarbanes-Oxley Act of 2002.

(3) Includes fees related to the preparation of tax returns for certain Tribune affiliates. 2003 alsoincludes fees for services related to federal and state income tax audits.

(4) License fee for accounting research software. In 2003, the de minimis exception was used for thesefees. They represented approximately 1% of ‘‘All Other Fees’’ in 2003.

19

Fees Paid to Independent Accountants

Tribune seeks to offer compensation that will attract and retain top-quality management employees andthat reflects competitive conditions in the lines of business and geographic areas in which Tribuneoperates. Elements of compensation are designed to reflect the performance of Tribune as a whole andthe individual performance of the employee. The compensation for Tribune’s executives and other keyemployees in 2004 consisted of salary, an annual incentive bonus, stock options and other benefits.

Tribune executives and other key employees are eligible to receive annual incentive bonuses and stockoptions pursuant to the Tribune Company Incentive Compensation Plan (the ‘‘Incentive Plan’’). TheIncentive Plan is designed to reward performance, ensure competitive compensation and motivateTribune executives and other key employees to act in the long-term best interests of Tribune and itsshareholders by tying their compensation to Tribune’s growth and success.

The Governance and Compensation Committee (the ‘‘Committee’’) reviews the compensation of allexecutives and other key employees annually and at the time of promotions. Upon completion of allcompensation reviews, the Committee reports its determinations to the full Board of Directors. Theannual reviews typically occur in connection with the February Committee meeting, with any salaryincreases becoming effective, and incentive bonuses being paid, by the end of February. Stock optiongrants are typically made annually on the day of the February Committee meeting and the exerciseprice of these stock options is Tribune’s closing stock price on that date.

In 2004, Tribune shareholders approved amendments to the Incentive Plan that expanded the types ofequity compensation awards that may be granted under the plan to include stock appreciation rights,restricted stock, unrestricted stock and restricted stock units. Although none of these new types ofawards were granted in 2004, the Committee may adjust the structure of the compensation packageoffered to Tribune’s executives and other key employees in future years to reflect current and changingmarket practices.

Salary levels for executive positions are set in a manner that reflects the duties and level ofresponsibilities inherent in the positions. In evaluating the salary level for a given position, theCommittee considers compensation surveys prepared by independent outside organizations thatcompare salaries paid by other companies to executives in that position. These surveys incorporatecompensation information from over 100 media companies, including many with market capitalizationssimilar to Tribune. These surveys cover more companies than are included in the indices used in thestock performance graph on page 28. The Committee sets the salaries of executives and other keyemployees within the range of accepted practice but does not target a specific percentile range withinthe comparative groups described in the compensation surveys. The particular qualifications of theindividual holding the position and his or her level of experience are also considered in establishing asalary level.

The Committee also reviews comparative surveys of salary information for comparable positions inconnection with annual salary reviews and promotions. The sources of the data used by the Committeevary from individual to individual based on the availability of comparable information for each position.The primary criteria influencing salary adjustments are performance, contribution of the individual toTribune and market competitiveness. Salary changes reflect Tribune’s performance to the extent thatthe performance is considered in establishing the salary guidelines applicable for all salaried employeesduring the current year. In February 2004 and February 2005, the Committee continued its practice ofmodestly increasing the salaries of Tribune’s executives and other key employees on an annual basis.

20

EXECUTIVE COMPENSATION

Report of the Governance and Compensation Committee

Overview

Salaries

In January 2004, Dennis J. FitzSimons was named Tribune’s Chairman and began serving in his currentposition as Tribune’s Chairman, President and Chief Executive Officer. Commensurate with his newresponsibilities, in February 2004, the Committee increased the salary of Mr. FitzSimons from $875,000to $925,000. In February 2005, the Committee increased Mr. FitzSimons’ salary by 3%, to $955,000.This rate of increase was consistent with Tribune’s overall merit increase guidelines for salariedemployees.

Tribune’s annual management incentive plan provides executives and other key employees theopportunity to earn an annual incentive bonus based on their performance and the financialperformance of their business unit or group or of Tribune as a whole. For 2004, the Committeedetermined that operating cash flow, which is a measurement of Tribune’s earnings subject toadjustments for extraordinary items, and equity income would be used as the financial performancemeasures for determining annual management incentive plan bonuses. Management incentive planbonuses for corporate executives, including Mr. FitzSimons, were based on the achievement ofconsolidated goals, while management incentive plan bonuses for publishing and broadcastingexecutives were based on achievement of the goals for their respective business unit or group.

The Committee also established target bonus levels, stated as a percentage of year-end salary, for eachexecutive and other key employee, based on his or her level of responsibility. The aggregate of allannual incentive bonuses awarded to executives and other key employees within a specific business unitor group is generally established by multiplying the target bonuses for all participants within thatbusiness unit or group by the level of performance toward the established operating cash flow andequity income goals. The Committee may also consider an executive’s individual performance indetermining the amount of his or her management incentive plan bonus.

In considering bonuses for each of Tribune’s executives and key employees other than Mr. FitzSimons,the Committee receives a performance assessment from Mr. FitzSimons. In assessing the performanceof Mr. FitzSimons, the Committee meets privately with Tribune’s other outside directors. For 2004, theCommittee awarded Mr. FitzSimons a bonus of $260,000. This bonus was calculated based uponTribune’s achievement of the operating cash flow and equity income goals established by theCommittee and Mr. FitzSimons’ individual performance in 2004.

Tribune for many years has used stock options as long-term incentives for executives and other keyemployees and the Committee continues to believe that stock options are an important component ofexecutive compensation. However, in response to evolving compensation practices, in each of the pastthree years management has recommended, and the Committee has approved, a reduction in the totalnumber of options granted by Tribune. The total number of options granted by Tribune inFebruary 2004 was 39% lower than the total number granted in February 2003 and 44% lower than thetotal number granted in February 2002. In February 2005, the total number of options granted toTribune’s executives and other key employees was reduced by an additional 6%.

Stock options directly relate the amounts earned by the executives and other key employees to theamount of appreciation realized by Tribune shareholders over comparable periods. Stock options alsoprovide executives and other key employees with the opportunity to acquire and build an ownershipinterest in Tribune. The Incentive Plan provides for a term of up to ten years for stock options. Optiongrants under the Incentive Plan generally vest in equal annual installments over a period of four yearsfrom the grant date. The stock options awarded in February 2005 and February 2004 were for eight-year terms, two years shorter than the ten-year terms of the stock options awarded in prior years. TheCommittee has the ability to modify both the term and vesting schedule for new stock option grants.

21

Annual Management Incentive Plan Bonuses

Stock Options

The Committee awards stock options to compensate and retain those executives and other keyemployees who have shown leadership in growing Tribune’s revenues or have otherwise exhibitedoutstanding individual performance. In February 2004, the Committee awarded Mr. FitzSimons anonqualified stock option to purchase 200,000 shares at $52.05, the fair market value of Tribune’scommon stock on the grant date. In February 2005, the Committee awarded Mr. FitzSimons anonqualified stock option to purchase 200,000 shares at the fair market value of Tribune’s commonstock on the grant date, which was $40.59. Mr. FitzSimons’ 2004 and 2005 stock option awards werelower than the awards granted to Tribune’s Chief Executive Officer in prior years.

To encourage stock ownership by executives and other key employees, replacement stock options(‘‘replacement options’’) may be granted simultaneously with the exercise of existing stock options.Replacement options are intended to encourage executives and other key employees to exercise a stockoption earlier than might otherwise occur, thus resulting in increased share ownership. Replacementoptions may be granted when an executive or other key employee exercises an option by surrenderingcurrently owned shares to purchase the shares subject to the option as well as to satisfy related taxwithholding obligations. Replacement options will only be granted if at the time of exercise the closingprice of Tribune stock exceeds the option exercise price by a predetermined amount. Replacementoptions are subject to the same terms and conditions as the original options, including the expirationdate, except that the option price of a replacement option is the fair market value on the date of itsgrant rather than the option price of the original option and replacement options do not becomeexercisable until one year after grant. The grant of replacement options does not result in an increasein the total combined number of shares and options held by an employee. As shown in the table onpage 25, Mr. FitzSimons received replacement options during 2004.

The stock options awarded in February 2004 and February 2005 to Tribune’s executives and other keyemployees, including Mr. FitzSimons and the other executives named in the Summary CompensationTable, did not include a replacement option feature. Effective January 2005, the terms of optionspreviously granted to Tribune’s largest option recipients, including Mr. FitzSimons and the otherexecutives named in the summary compensation table on page 24, were amended to increase the stockappreciation requirement from 25% to 50% so that replacement options will not be granted uponexercise of existing options unless the closing stock price on the date of exercise exceeds the optionexercise price by at least 50%. In establishing the terms of future option awards, including whether theywill be granted with a replacement option feature, the Committee will assess existing market practicesregarding equity-based compensation.

Executives and other key employees participate in various health, life, disability and retirement benefitprograms that are generally made available to all salaried employees, some of which provide them withthe opportunity to acquire Tribune stock. Tribune also maintains a supplemental defined contributionplan for employees who earn salaries in excess of the limit imposed by the Internal Revenue Code, toreplace contributions that would otherwise be lost by the imposition of such limit. Executives and otherkey employees also receive certain traditional benefits and perquisites that are customary for theirpositions.

The Committee believes that stock ownership guidelines for Tribune’s executives and other keyemployees have the positive effect of further aligning their interests with those of Tribune’sshareholders. The guidelines generally range from a high of ten times annual salary in the case ofMr. FitzSimons to two times annual salary. Individuals are expected to achieve the suggested ownershiplevel over a six-year period in annual increments. Shares held in Tribune benefit plans are counted insatisfying the guidelines but unexercised stock options are not counted. All of the executives named inthe summary compensation table have achieved their suggested stock ownership levels. For 2004, thestock ownership guidelines applied to approximately 144 individuals.

22

Other Benefits

Stock Ownership Guidelines

Section 162(m) of the Internal Revenue Code imposes a $1 million limit on the tax deduction forcertain executive compensation payments. Performance-based compensation meeting specifiedrequirements is exempt from this deduction limit. In 2004, the Committee granted performance-basedcompensation awards pursuant to the Incentive Plan that were not subject to the deduction limit. TheCommittee intends to continue to grant these awards pursuant to the Incentive Plan to the extent thatthey are consistent with corporate performance objectives.

Roger GoodanEnrique Hernandez, Jr.Robert S. MorrisonPatrick G. Ryan, Chairman

23

Tax Deductibility of Executive Compensation

Long-TermAnnual Compensation Compensation

SecuritiesName and Principal Position Underlying All Other

in Fiscal Year 2004(1) Year Salary(2) Bonus Other(3) Options(4) Compensation(5)

Dennis J. FitzSimons 2004 $917,308 $ 260,000 $80,053 455,637 $ 82,557Chairman, President and 2003 850,000 1,200,000 47,587 442,889 113,064Chief Executive Officer 2002 713,365 885,000 91,805 402,273 161,673

Jack Fuller 2004 615,231 — 35,292 160,564 55,371President, Tribune 2003 591,723 460,000 19,849 201,706 80,012Publishing Company 2002 546,865 460,000 28,042 262,012 72,971

Patrick J. Mullen 2004 515,615 175,000 47,734 80,374 83,296President, Tribune 2003 460,385 330,000 29,756 94,672 61,996Broadcasting Company 2002 380,461 300,000 14,000 76,517 49,194

Donald C. Grenesko 2004 504,769 125,000 14,535 188,466 45,429Senior Vice President/ 2003 462,877 305,000 17,182 175,097 62,581Finance and Administration 2002 451,749 350,000 14,908 161,976 58,292

Scott C. Smith 2004 445,115 235,000 22,045 139,777 40,061Chief Operating Officer, 2003 420,062 250,000 33,526 146,094 57,210Tribune Publishing Company 2002 409,898 275,000 24,210 208,253 53,660

(1) Jack Fuller retired as President of Tribune Publishing Company in December 2004 (See ‘‘Board ofDirectors—Certain Relationships and Related Transactions’’). Scott C. Smith was appointedPresident of Tribune Publishing Company in January 2005. Mr. Smith served as Chief OperatingOfficer of Tribune Publishing Company from November 1, 2004 until December 31, 2004 and asPublisher of the Chicago Tribune from 1997 until October 31, 2004.

(2) Amounts represent base salary for 52 weeks for each fiscal year.(3) The amounts reported in this column consist of reimbursements for the payment of taxes and

perquisites. For fiscal year 2004, perquisites for these executives included: (i) a $14,000 automobileallowance; (ii) personal financial counseling, as follows: Mr. FitzSimons, $16,809; Mr. Fuller,$11,217; Mr. Mullen, $4,405; Mr. Grenesko, $309; and Mr. Smith, $1,182; and (iii) with respect toMr. FitzSimons, $17,904 for personal use of Tribune’s airplane. Mr. FitzSimons is required to useTribune’s airplane for both business and personal travel pursuant to an executive security policyrecommended by an independent security expert. Under Internal Revenue Service regulations,Mr. FitzSimons’ personal use of the airplane is valued at two times the Standard Industry FareLevel rates, as published by the Internal Revenue Service.

(4) Amounts represent new options and replacement options to purchase shares of common stockgranted during fiscal years 2004, 2003 and 2002. New options granted in fiscal years 2004, 2003 and2002 were as follows: Mr. FitzSimons, 200,000, 275,000 and 250,000, respectively; Mr. Fuller,100,000, 130,000 and 130,000, respectively; Mr. Mullen, 65,000, 85,000 and 70,000, respectively;Mr. Grenesko, 60,000, 85,000 and 85,000, respectively; and Mr. Smith, 42,000, 70,000 and 70,000,respectively.

(5) The amounts reported in this column for fiscal year 2004 consist of: (i) company contributions of$18,450 credited to each executive under the Tribune Company 401(k) Savings Plan, a qualifieddefined contribution plan; (ii) company contributions credited to each executive under Tribune’snon-qualified defined contribution plan, as follows: Mr. FitzSimons, $64,107; Mr. Fuller, $36,921;Mr. Mullen, $27,956; Mr. Grenesko, $26,979; and Mr. Smith, $21,611; and (iii) the reimbursementof a club initiation fee for Mr. Mullen.

24

Summary Compensation Table

The following table presents information on stock options granted during the fiscal year endedDecember 26, 2004.

Individual Grants% of Total

OptionsNumber of Securities Granted to Grant DateUnderlying Options Employees in Exercise Price Present

Name Granted(1) Fiscal Year Per Share Expiration Date Value(2)

Dennis J. FitzSimons New: 200,000 3.06 $52.05 02/10/12 $3,095,420Replacements: 54,534 0.84 51.30 02/12/12 411,072

15,774 0.24 51.30 07/29/07 118,90320,175 0.31 51.30 02/16/09 152,07719,973 0.31 51.55 02/16/09 151,28715,413 0.24 52.63 07/29/07 119,19353,918 0.83 52.38 02/12/12 414,98546,358 0.71 51.99 02/13/11 354,14329,492 0.45 52.19 02/15/10 226,162

Jack Fuller New: 100,000 1.53 52.05 12/25/09 1,547,710Replacements: 14,285 0.22 51.30 12/25/09 107,679

6,119 0.09 51.55 07/29/07 46,3498,067 0.12 51.55 12/25/07 61,1048,085 0.12 51.55 12/25/07 61,241

14,019 0.21 52.38 12/25/09 107,8999,989 0.15 51.99 12/25/07 76,309

Patrick J. Mullen New: 65,000 1.00 52.05 02/10/12 1,006,012Replacements: 2,613 0.04 50.95 02/16/09 19,562

2,612 0.04 50.95 02/16/09 19,5541,790 0.03 50.95 02/16/09 13,4018,359 0.13 41.50 02/16/09 41,372

Donald C. Grenesko New: 60,000 0.92 52.05 02/10/12 928,626Replacements: 18,542 0.28 51.30 02/12/12 139,768

8,763 0.13 51.30 07/29/07 66,05513,612 0.21 51.30 02/16/09 102,60613,443 0.21 51.55 02/16/09 101,8258,563 0.13 52.63 07/29/07 66,2208,794 0.13 52.84 08/25/05 68,277

18,333 0.28 52.38 02/12/12 141,10221,563 0.33 51.99 02/13/11 164,72616,853 0.26 52.19 02/15/10 129,239

Scott C. Smith New: 42,000 0.64 52.05 02/10/12 650,038Replacements: 15,305 0.23 51.09 02/12/12 114,895

13,536 0.21 51.09 02/16/09 101,61513,436 0.21 51.60 02/16/09 101,87010,482 0.16 51.60 07/29/07 79,47315,137 0.23 52.38 02/12/12 116,50315,134 0.23 51.99 02/13/11 115,61314,747 0.23 52.19 02/15/10 113,089

(1) Includes both new options and replacement options to purchase Tribune common stock granted in2004 under the Incentive Plan and preceding plans. New stock options awarded prior to 2004 weregranted with a replacement option feature. All options permit the optionee to pay the exercise

25

Option Grants in Last Fiscal Year

price with Tribune common stock owned for six months and to pay withholding tax with sharesacquired on exercise. If the executive exercises options with a replacement option feature in thismanner at a time when the closing price of Tribune common stock exceeds the option exerciseprice by at least 50%, then the executive will receive replacement stock options in an amountequal to the number of shares surrendered to pay the exercise price and related withholding tax.The new options do not include a replacement option feature. New options are generallyexercisable in four equal annual installments after award and replacement options are exercisableone year after award. In addition, both new and replacement options are exercisable immediatelyupon a change in control of Tribune. New options have eight-year terms. New options awardedprior to 2004 have ten year terms. A replacement option has a term equal to the remaining termof the option exercised and is conditioned on the individual retaining ownership of the sharesacquired on exercise of the option giving rise to the replacement award.

(2) Values calculated using the Black-Scholes option pricing model applied as of the grant date. Theweighted-average assumptions used to calculate these values for the new grants and thereplacement options, respectively, are as follows: risk-free interest rates of 3.2% and 1.7%;expected dividend yields of 1.0% and 1.0%; expected lives of five and two years (unless, withrespect to replacement options, the actual life is less than two years); and expected stock pricevolatility of 31.1% and 25.4%. The actual values may vary significantly from these estimated valuesand will ultimately depend upon the excess of the stock price over the exercise price on the datethe option is exercised.

The following table presents information regarding the aggregate option exercises and year-end optionvalues for each of the named executive officers for the fiscal year ended December 26, 2004.

Number of Securities Value of UnexercisedNumber of Underlying Unexercised In-the-Money OptionsShares Options at FY-End at FY-End(2)Acquired on ValueName Exercise(1) Realized Exercisable Unexercisable Exercisable Unexercisable

Dennis J. FitzSimons 294,989 $3,381,463 499,973 840,637 $ 0 $ 299,625Jack Fuller 69,497 773,358 250,404 281,814 47,573 81,038Patrick J. Mullen 17,703 175,690 172,799 191,624 451,463 83,898Donald C. Grenesko 148,049 1,689,279 251,939 319,716 0 114,650Scott C. Smith 112,721 1,284,732 217,617 244,777 0 88,550

(1) Represents aggregate number of shares underlying options exercised. The number of shares ofTribune common stock acquired upon the exercise of options in 2004 for each of the above officerswas offset by the number of existing or newly acquired shares of Tribune common stock the officerused to pay the exercise price and/or the applicable withholding tax. The net number of shares ofTribune common stock actually acquired by each of the above officers as a result of optionexercises in 2004 was as follows: Mr. FitzSimons, 39,352 shares; Mr. Fuller, 8,933 shares;Mr. Mullen, 2,329 shares; Mr. Grenesko, 19,583 shares; and Mr. Smith, 14,944 shares.

(2) Based on a closing stock price of $42.08 per share on December 23, 2004, the last trading day ofTribune’s fiscal year.

The executive officers named in the summary compensation table, other than Mr. Mullen, participate inthe Tribune Company Pension Plan (the ‘‘Pension Plan’’) and the Tribune Company SupplementalBenefit Plan (the ‘‘Supplemental Plan’’). Because the Internal Revenue Code places certain limitationson the amount of pension benefits that may be paid under qualified plans, any benefits payable in

26

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

Pension Plan Information

excess of those limitations will be paid under the Supplemental Plan. The plans were amended in 1989and the estimated benefits the executives named in the summary compensation table may receivedepend on which Tribune entity employed the individual prior to the amendments. The pensionbenefits are not subject to any deduction for social security or other offset amounts. These amounts areestimated on the assumption that the executive will commence receiving benefits at age 65 and that theexecutive will receive pension benefits in the form of a life annuity with no surviving benefits.

Until December 31, 1998, the annual pension benefit under the plans, taken together, was generallydetermined by the executive’s credited years of service (up to a maximum of 35 years) multiplied by apercentage of the executive’s final average compensation (compensation during the final five years ofemployment). The Pension Plan and the Supplemental Plan were frozen at December 31, 1998 so thatparticipants’ service and compensation after that date will not be counted in computing benefits. Theexecutives named in the summary compensation table, other than Mr. Mullen, will be entitled toreceive under the Pension Plan and the Supplemental Plan annual benefits upon retirement at age 65as follows: Mr. FitzSimons, $108,498; Mr. Fuller, $114,126; Mr. Grenesko, $79,852; and Mr. Smith,$101,107. Mr. Mullen joined Tribune after these plans were frozen, so he will not receive benefits underthese plans.

Tribune maintains a Transitional Compensation Plan For Executive Employees. This plan providestermination benefits to a total of 17 executives and other key employees of Tribune and its subsidiarieswho, within 36 months following a change in control, are terminated without cause or terminate theiremployment due to a reduction in their compensation or benefits or a change in the city in which theyare required to work. This plan also provides that certain participants may elect to terminate theiremployment during the thirteenth month following a change in control and qualify to receive thebenefits under the plan.

For the purposes of this plan, a ‘‘change in control’’ means:

� the acquisition, other than from Tribune, by a person, entity or group of 20% or more of thecombined voting power of Tribune’s outstanding voting securities;

� a change in the composition of the Board whereby the incumbent directors cease to constitute atleast a majority of the Board without the approval of the Board; or

� consummation of a merger or reorganization of Tribune where the shareholders of Tribune prior tothe merger or reorganization do not own more than 50% of the reorganized company.

Benefits under this plan include:

� payment in cash equal to three times (in certain cases two times) the sum of (i) the highest annualrate of the executive’s base salary in effect within three years of the date of the participant’stermination and (ii) 200% of the participant’s target bonus payable for the year in which thechange in control occurs;

� outplacement services; and

� continuation of life, health and disability insurance for up to three years.

In addition, the plan provides that Tribune will reimburse the executive for any excise tax that resultsfrom payments upon termination being treated as excess parachute payments under federal income taxlaw. Each of the executives named in the summary compensation table is covered by the plan.

All stock options granted to executives or other key employees become immediately vested andexercisable upon a change in control of Tribune as defined in the applicable plan and in grantagreements evidencing awards. The definitions of change in control are essentially the same asdescribed above.

27

Severance Arrangements

28JAN200512220011

The following graph compares the five-year cumulative total return on Tribune common stock with thecumulative total return during the same period for companies included in the S&P 500 Stock Index andthe S&P 500 Publishing and Printing Index. The S&P 500 Publishing and Printing Index includesTribune Company, Dow Jones & Company, Inc., Gannett Co., Inc., Knight-Ridder, Inc., TheMcGraw-Hill Companies, Inc., Meredith Corporation and The New York Times Company. TheS&P 500 Stock Index is comprised of 500 U.S. companies, including Tribune Company, in theindustrial, transportation, utilities and financial sectors. Both the S&P 500 Stock Index and theS&P 500 Publishing and Printing Index are weighted by market capitalization.

S&P 50089.07

S&P 500 Publishing and Printing114.10

77.52

69.50

85.25

97.6790.89

80.14

62.47

80.35

89.6692.82

98.90

117.48

1999 2000 2001 2002 2003 200460

70

80

90

100

110

130

120

Tribune Company80.62

1999 2000 2001 2002 2003 2004

Tribune Company $100.00 $77.52 $69.50 $85.25 $ 97.67 $ 80.62

S&P 500 100.00 90.89 80.14 62.47 80.35 89.07

S&P 500 Publishing and Printing 100.00 89.66 92.82 98.90 117.48 114.10

Based on $100 invested on December 31, 1999 in Tribune common stock, the S&P 500 Stock Index and theS&P 500 Publishing and Printing Index. Total return assumes reinvestment of dividends quarterly.

28

STOCK PERFORMANCE GRAPH

In order to submit proposals for consideration at an annual meeting, shareholders must comply withthe procedures set forth in Tribune’s By-Laws and securities laws, rules and regulations. Tribune’sBy-Laws provide that in order for a shareholder to propose business for consideration at an annualmeeting, notice of the proposal must be delivered to Tribune not earlier than the close of business onthe 120th day and not later than the close of business on the 90th day prior to the first anniversary ofthe preceding year’s annual meeting. Accordingly, a shareholder proposal intended to be considered atthe 2006 annual meeting must be received by Tribune after the close of business on January 18, 2006and prior to the close of business on February 17, 2006. However, under securities laws, if ashareholder desires to have the proposal included in Tribune’s proxy statement for the 2006 annualmeeting, notice of the proposal must be delivered to Tribune on or before December 12, 2005.

Shareholders may also nominate a candidate for election as a director. Tribune’s By-Laws provide thatnotice of shareholder nominations for election of directors must be received by Tribune not less than90 days and not more than 120 days prior to the meeting at which directors are to be elected. As morefully described in Tribune’s By-Laws, this notice must include the proposed nominee’s name, age,business and residence addresses, and principal occupation, the number of shares of Tribune commonstock he or she beneficially owns, and a signed consent of the proposed nominee to serve as a directorof Tribune if elected. The advance notice requirement affords the Governance and CompensationCommittee the opportunity to consider the qualifications of the proposed nominee and, to the extentdeemed necessary or desirable by the Board, inform shareholders about these qualifications.

Proposals and director nominations should be directed to Tribune Company, 435 North MichiganAvenue, Chicago, Illinois 60611, Attention: Corporate Secretary. Only proposals and nominations thatmeet the requirements set forth in Tribune’s By-Laws will be considered. Tribune’s By-Laws andadditional information regarding shareholder proposals and director nominations are available onTribune’s website at www.tribune.com.

Tribune will pay all expenses incurred in connection with the printing and delivery of proxy materialsand the solicitation of proxies. Following the initial printing and delivery of proxy materials and thesolicitation of proxies by mail, Tribune directors, officers and other employees may solicit proxies inperson or by telephone, but without extra compensation. In addition, Tribune has retained GeorgesonShareholder to assist in the solicitation of proxies for a fee not to exceed $13,000, plus reimbursementfor out-of-pocket expenses. This solicitation may be made by mail, email, telephone or in person.Tribune will, upon request, reimburse the reasonable charges and expenses of brokerage houses orother nominees or fiduciaries for forwarding proxy materials to, and obtaining authority to executeproxies from, beneficial owners for whose account they hold Tribune stock.

Shareholders can help save significant printing and mailing expenses by consenting to access the proxystatement, proxy card and annual report for future meetings electronically over the Internet. If youhold shares in your name (instead of through a broker), you can choose this option by following theinstructions at the Internet voting website at www.eproxyvote.com/trb. If you hold your shares througha broker, you should follow the instructions regarding electronic delivery, if any, provided by yourbroker.

29

SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

PROXY SOLICITATION EXPENSES AND ELECTRONIC DELIVERY

The Tribune Company 2004 Annual Report, a report to shareholders that includes Tribune’s AnnualReport on Form 10-K for the fiscal year ended December 26, 2004 (without exhibits), is beingdistributed with this proxy statement, but neither the Tribune Company 2004 Annual Report nor theinformation contained in the Annual Report on Form 10-K is incorporated in this proxy statement andneither is part of the proxy soliciting material. Requests for additional copies of this proxy statement orthe Tribune Company 2004 Annual Report (including the Annual Report on Form 10-K) may be madeby contacting the Corporate Relations Department, Tribune Company, 435 North Michigan Avenue,Chicago, Illinois 60611, telephone (800) 757-1694, or through Tribune’s website at www.tribune.com.

By Order of the Board of Directors,

Crane H. KenneySenior Vice President, General Counsel and Secretary

April 8, 2005

30

ANNUAL REPORT

Annex A

TRIBUNE COMPANYAUDIT COMMITTEE OF THE BOARD OF DIRECTORS

OPERATING CHARTER

PURPOSE

The Audit Committee is appointed by the Board of Directors to assist the Board in monitoring (a) theintegrity of the Company’s financial statements, (b) the independent accountants’ qualifications andindependence, (c) the performance of the Company’s internal audit function and independentaccountants, and (d) the compliance by the Company with legal and regulatory requirements.

COMMITTEE MEMBERSHIP

The Committee shall consist of no fewer than three members. The members of the Committee shallmeet the independence and experience requirements of the New York Stock Exchange,Section 10A(m)(3) of the Securities Exchange Act of 1934 (the ‘‘Exchange Act’’) and the rules andregulations of the Securities and Exchange Commission (the ‘‘Commission’’). At least one member ofthe Audit Committee shall be an audit committee financial expert as defined by the Commission and asdetermined by the Board of Directors. The members and chairperson of the Committee shall beappointed and replaced by the Board of Directors.

MEETINGS

The Committee shall meet as often as it determines, but not less frequently than quarterly. TheCommittee shall meet periodically with management, the internal auditors and the independentaccountants in separate executive sessions. The Committee may request any officer or employee of theCompany or the Company’s outside counsel or independent accountants to attend a meeting of theCommittee or to meet with any members of, or consultants to, the Committee.

COMMITTEE AUTHORITY AND RESPONSIBILITIES

The Committee shall have the sole authority to appoint or replace the independent accountants(subject to shareholder ratification). The Committee shall be directly responsible for the compensationand oversight of the work of the independent accountants (including resolution of disagreementsbetween management and the independent accountants regarding financial reporting) for the purposeof preparing or issuing an audit report or related work. The independent accountants shall reportdirectly to the Committee.

The Committee shall pre-approve all auditing services and permitted non-auditing services (includingthe fees and terms thereof) to be performed for the Company by the independent accountants, subjectto the de minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of the ExchangeAct which are approved by the Committee prior to the completion of the audit.

The Committee may form and delegate authority to subcommittees consisting of one or more memberswhen appropriate, including the authority to grant preapprovals of audit and permitted non-auditservices, provided that decisions of such subcommittees to grant preapprovals shall be presented to thefull Committee at its next scheduled meeting.

The Committee shall have the authority, to the extent it deems necessary or appropriate, to retainindependent legal, accounting or other advisors. The Company shall provide for appropriate funding, asdetermined by the Committee, for payment of compensation to the independent accountants for thepurpose of rendering or issuing an audit report and to any advisors employed by the Committee.

A-1

The Committee shall make regular reports to the Board of Directors. The Committee shall review andreassess the adequacy of this Charter annually and shall submit any proposed substantive changes tothe Board of Directors for approval. The Committee shall annually review its own performance.

The Committee shall prepare the report required by the rules of the Commission to be included in theCompany’s annual proxy statement.

The Committee, to the extent it deems necessary or appropriate, shall:

Financial Statement and Disclosure Matters

1. Meet to review and discuss with management and the Company’s independent accountants theannual audited financial statements, including the Company’s specific disclosures made inmanagement’s discussion and analysis, and recommend to the Board of Directors whether theaudited financial statements should be included in the Company’s Form 10-K.

2. Review and discuss with management and the Company’s independent accountants the annualreports on internal controls over financial reporting that will be included in the Company’sForm 10-K in accordance with Section 404 of the Sarbanes-Oxley Act. Review and discuss anysignificant deficiencies or material weaknesses in the Company’s internal controls over financialreporting that are disclosed to the Committee by management or the independent accountants,and the steps being taken to resolve them.

3. Meet to review and discuss with management and the independent accountants the Company’squarterly financial statements prior to the filing of its Form 10-Q, including the Company’s specificdisclosures made in management’s discussion and analysis and the results of the independentaccountants’ reviews of the quarterly financial statements.

4. Discuss with management and the independent accountants significant financial reporting issuesand judgments made in connection with the preparation of the Company’s financial statements,including any significant changes in the Company’s selection or application of accountingprinciples.

5. Review and discuss reports from the independent auditors on:

(a) All critical accounting principles and practices to be used.

(b) All alternative treatments of financial information within generally accepted accountingprinciples that have been discussed with management, ramifications of the use of suchalternative disclosures and treatments, and the treatment preferred by the independentaccountants.

(c) Other material written communications between the independent accountants andmanagement.

6. Discuss with management the Company’s earnings press releases, including the use of ‘‘pro forma’’or ‘‘adjusted’’ non-GAAP information, as well as financial information and earnings guidanceprovided to analysts and rating agencies. Such discussion may be done generally, consisting ofdiscussing the types of information to be disclosed and the types of presentations to be made.

7. Discuss with management and the independent accountants the effect of regulatory and accountinginitiatives as well as off-balance sheet structures on the Company’s financial statements.

8. Discuss with management the Company’s major financial risk exposures and the steps managementhas taken to monitor and control such exposures, including the Company’s risk assessment and riskmanagement policies.

A-2

9. Discuss with the independent accountants the matters required to be discussed by Statement onAuditing Standards No. 61 relating to the conduct of the audit, including any difficultiesencountered in the course of the audit work, any restrictions on the scope of activities or access torequested information, and any significant disagreements with management.

10. Review disclosures made to the Committee by the Company’s Chief Executive Officer and ChiefFinancial Officer during their certification process for the Form 10-K and Form 10-Q about anysignificant deficiencies in the design or operation of internal controls over financial reporting ormaterial weaknesses therein and any fraud involving management or other employees who have asignificant role in the Company’s internal controls.

Oversight of the Company’s Relationship with the Independent Accountants

11. Review and evaluate the lead partner of the independent accountants’ team.

12. Obtain and review a report from the independent accountants at least annually regarding (a) theindependent accountants’ internal quality-control procedures, (b) any material issues raised by themost recent internal quality-control review, or publicly disclosed findings resulting from reviews ofpublic oversight bodies or investigations by governmental authorities within the preceding fiveyears respecting one or more independent audits carried out by the firm, (c) any steps taken todeal with any such issues or findings, and (d) all relationships between the independentaccountants and the Company. Evaluate the qualifications, performance and independence of theindependent accountants, including considering whether the accountants’ quality controls areadequate and the provision of permitted non-audit services is compatible with maintaining theaccountants’ independence, and taking into account the opinions of management and internalauditors. The Committee shall present its conclusions with respect to the independent accountantsto the Board of Directors.

13. Ensure the rotation of the lead (or coordinating) audit partner having primary responsibility forthe audit and the audit partner responsible for reviewing the audit as required by law.

14. Set policies for the Company’s hiring of employees or former employees of the independentaccountants who participated in any capacity in the audit of the Company.

15. Meet with the independent accountants prior to the audit to discuss the planning and staffing ofthe audit.

Oversight of the Company’s Internal Audit Function

16. Review the appointment and replacement of the senior internal auditing executive.

17. Review the significant issues raised in reports to management prepared by the internal auditingdepartment and management’s responses.

18. Discuss with the independent accountants and management the internal audit departmentresponsibilities, budget and staffing and any recommended changes in the planned scope of theinternal audit function.

Compliance Oversight Responsibilities

19. Obtain from the independent accountants assurance that Section 10A(b) of the Exchange Actregarding illegal acts has not been implicated.

20. Obtain reports from management and the Company’s senior internal auditing executive that theCompany is in conformity with applicable legal requirements and the Company’s Code of BusinessConduct, including the provisions related to insider trading and conflicts of interest. Advise the

A-3

Board of Directors with respect to the Company’s policies and procedures regarding compliancewith applicable laws and regulations and with the Company’s Code of Business Conduct.

21. Review procedures for the receipt, retention and treatment of complaints received by the Companyregarding accounting, internal accounting control or auditing matters, and the confidential,anonymous submission by employees of concerns regarding questionable accounting or auditingmatters.

22. Discuss with management and the independent accountants any correspondence with regulators orgovernmental agencies and any published reports which raise material issues regarding theCompany’s financial statements or accounting policies.

23. Discuss with the Company’s General Counsel legal matters that may have a material impact on thefinancial statements or the Company’s compliance policies.

LIMITATION OF AUDIT COMMITTEE’S ROLE

While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not theduty of the Audit Committee to plan or conduct audits or to determine that the Company’s financialstatements and disclosures are complete and accurate and are in accordance with generally acceptedaccounting principles and applicable rules and regulations. These are the responsibilities ofmanagement and the independent accountants.

A-4